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ULURU INC. 8-K 2009

Documents found in this filing:

  1. 8-K
  2. Ex-1.1
  3. Ex-4.1
  4. Ex-5.1
  5. Ex-10.1
  6. Ex-99.1
  7.  
form8k_111209.htm

 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549>

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 9, 2009

 
ULURU Inc.
(Exact Name of Registrant as Specified in its Charter)


         
Nevada
 
000-49670
 
41-2118656
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
         


 
4452 Beltway Drive
Addison, Texas 75001
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (214) 905-5145
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 


Item 1.01
Entry Into a Material Definitive Agreement

ULURU Inc., a Nevada corporation (“Uluru”), entered into an engagement letter (the “Engagement Letter”), dated November 9, 2009 with Rodman & Renshaw, LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as exclusive placement agent on a reasonable best efforts basis for a proposed offering of our securities.

On November 11, 2009, we entered into a Securities Purchase Agreement with several institutional investors (the “Securities Purchase Agreement”).  Pursuant to the Securities Purchase Agreement, we have agreed to issue to those investors the following securities (the “Offering”):

 
10,714,467 shares of our common stock, par value $0.001 per share; and
 
Warrants to purchase up to 5,357,233 shares of our common stock (the “Warrants”);

The Warrants have an initial exercise price of $0.19 per share, and may be exercised at any time and from time to time on or after the six month anniversary of the date of delivery of the Warrants through and including the five-year anniversary thereof.

The aggregate net proceeds from the Offering, after deducting the Placement Agents’ fees and estimated offering expenses payable by us (and excluding any proceeds from exercise of the Warrants), are expected to be approximately $1.35 million.  The Offering is expected to close on or about November 16, 2009, subject to satisfaction of standard closing conditions.

The Placement Agent acted on a reasonable best efforts basis for the Offering and will receive a placement fee equal to 7% of the aggregate gross proceeds of the Offering as well as warrants to purchase shares of our common stock equal to 5% of the aggregate number of shares sold in the Offering at an exercise price per share equal to 125% of the public offering price per share.

We are making the offering and sale of the above shares and warrants pursuant to a shelf registration statement on Form S-3 (Registration No. 333- 160568) declared effective by the Securities and Exchange Commission on July 23, 2009, and a base prospectus dated as of the same date, as supplemented by a prospectus supplement to be filed with the Securities and Exchange Commission no later than November 13, 2009.

The descriptions of terms and conditions of the Engagement Letter, Securities Purchase Agreement and Warrants set forth herein do not purport to be complete and are qualified in their entirety by the full text of the form of Securities Purchase Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference, the form of the Warrant, which is attached hereto as Exhibit 4.1 and incorporated by reference herein, and the Engagement Letter, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

The legal opinion of Parr Brown Gee & Loveless, P.C. relating to the shares and Warrants issued in the Offering and to the common stock issuable upon exercise of the Warrants is attached as Exhibit 5.1 to this report.

A copy of the press release making the announcement of the Offering is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 
 

 







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
ULURU Inc.
   
Date: November 12, 2009
 
By:
/s/ Terrance K. Wallberg
 
   
Terrance K. Wallberg
   
Vice President and Chief Financial Officer


 
 

 



 
Exhibit
Number
 
Description
  1.1
Engagement letter, dated as of November 9, 2009, by and between ULURU Inc. and Rodman & Renshaw, LLC.
  4.1
Form of Warrant.
  5.1
Opinion of Parr Brown Gee & Loveless, P.C.
10.1
Securities Purchase Agreement, dated as of November 11, 2009, by and between ULURU Inc. and the purchasers signatory thereto.
23.1
Consent of Parr Brown Gee & Loveless, P.C. (included in Exhibit 5.1)
99.1
Press release dated November 12, 2009
 

 

 
 

 

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